Surviving Corporation Directors and Officers. (a) The directors of Merger Sub in office immediately prior to the Effective Time will be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation or otherwise as provided by applicable Law. (b) The officers of Nalco in office immediately prior to the Effective Time will be the initial officers of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation or otherwise as provided by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Nalco Holding CO), Merger Agreement (Ecolab Inc)
Surviving Corporation Directors and Officers. (a) The directors of Merger Sub in office immediately prior to the Effective Time will be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly elected and qualified or until their earlier death, resignation or removal in accordance with the certificate Surviving Corporation Certificate of incorporation Incorporation and bylaws of the Surviving Corporation Bylaws or otherwise as provided by applicable Law.
(b) The officers of Nalco the Company in office immediately prior to the Effective Time will be the initial officers of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly appointed elected and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation Certificate of Incorporation and Surviving Corporation Bylaws or otherwise as provided by applicable Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Usg Corp), Merger Agreement (Gebr. Knauf Verwaltungsgesellschaft Kg)
Surviving Corporation Directors and Officers. (a) The From and after the Subsequent Effective Time, the directors of Merger Sub 2 in office immediately prior to the Subsequent Effective Time will shall be the initial directors of the Surviving Corporation, and the officers of the First Surviving Corporation and will immediately prior to the Subsequent Effective Time (which shall be the officers of the Company immediately prior to the Effective Time) shall be the initial officers of the Surviving Corporation and, in each case, shall hold office from the Subsequent Effective Time until their his or her respective successors are successor is duly elected or appointed and qualified or until their his or her earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation or otherwise as provided by applicable Law.
(b) The officers of Nalco in office immediately prior to the Effective Time will be the initial officers of the Surviving Corporation and will hold office from the Effective Time until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation or otherwise as provided by applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Zynga Inc), Merger Agreement (Take Two Interactive Software Inc)
Surviving Corporation Directors and Officers. (a) The directors of Merger Sub in office immediately prior to the Effective Time will shall be the initial directors of the Surviving Corporation and will hold office from immediately following the Effective Time Time, until their respective successors are duly elected or appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation or otherwise as provided by applicable LawCorporation.
(b) The officers of Nalco in office Merger Sub immediately prior to the Effective Time will shall be the initial officers of the Surviving Corporation and will hold office from immediately following the Effective Time Time, until their respective successors are duly appointed and qualified qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation or otherwise as provided by applicable LawCorporation.
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